Andrew Peller Limited announced that it has entered into a definitive agreement to be acquired by a newly formed subsidiary of Fairfax Financial Holdings in an all-cash transaction valued at approximately $397 million on a fully diluted equity basis and about $579 million on an enterprise value basis, excluding rollover shares.
Under the terms of the agreement, holders of Andrew Peller’s Class A non-voting shares will receive $8.00 per share in cash, while holders of Class B voting shares will receive $12.00 per share in cash. The offer represents a 41% premium to the June 12 closing price and a 42% premium to the 20-day volume-weighted average price for Class A shares. For Class B shares, the offer represents premiums of approximately 70% and 66%, respectively.
The transaction includes an equity rollover agreement with John Peller and certain affiliates, who will exchange approximately 5.25 million Class A shares and nearly 2 million Class B shares for equity in the acquiring entity. These rollover shares account for roughly 15% of the outstanding Class A shares and 25% of the outstanding Class B shares.
Andrew Peller’s board of directors and a special committee composed of independent directors unanimously approved the transaction and recommended that shareholders vote in favor of the arrangement. The company said the agreement follows a review of strategic alternatives and was supported by fairness opinions and an independent valuation.
Voting support agreements have been secured from the company’s two largest shareholders, directors, and senior officers, representing approximately 20% of Class A shares and 75% of Class B shares.
The transaction is expected to close during the third quarter of 2026, subject to shareholder, court, and regulatory approvals. No financing condition is attached to the deal.
Following completion of the acquisition, Andrew Peller’s shares are expected to be delisted from the Toronto Stock Exchange and the company will cease to be a reporting issuer in Canada. Chief Executive Officer Paul Dubkowski, Chief Financial Officer Renee Cauchi, and the rest of the leadership team are expected to remain in their current roles.
Andrew Peller is one of Canada’s largest producers and marketers of wines and craft beverage alcohol products, with a portfolio that includes brands such as Peller Estates, Trius, Thirty Bench, Wayne Gretzky, Sandhill, Black Hills Estate Winery, and Tinhorn Creek Vineyards.
Fairfax Financial Holdings is a holding company primarily engaged in property and casualty insurance and reinsurance operations and related investment management activities.
KEY QUOTES:
“This agreement represents a compelling outcome for our shareholders, delivering immediate value and certainty while reflecting the strength of Andrew Peller’s portfolio and market position. Importantly, we believe Fairfax is the right long-term partner for the Company. Their investment approach, financial strength and long-term orientation provide a strong foundation to continue building our business and supporting the ongoing growth of the Canadian wine industry. With over 65 years of heritage, Andrew Peller has remained focused on quality and innovation, and we are confident that legacy will continue under Fairfax’s ownership.”
Paul Dubkowski, CEO of Andrew Peller Limited
“We are pleased to partner with John Peller to acquire Andrew Peller Limited, led by its Chief Executive Officer, Paul Dubkowski. The Peller family has been a leading name in wine in Canada for generations, and we look forward to working with the entire Peller team to continue the development and success of this great Canadian company over the long term.”
Prem Watsa, Chairman and Chief Executive Officer of Fairfax Financial Holdings
